LensCrafters 2006 Annual Report Download - page 75

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ANNUAL REPORT ON
CORPORATE GOVERNANCE 2006 |75 <
Appointment of Directors. The current Board of Directors was appointed by the Shareholders’
meeting held on June 14, 2006, on the basis of the By-laws in force as of that date, which did not
provide for a mechanism for list voting.
According to the By-laws currently in force, the Directors must be appointed through a mechanism
for list voting under the terms provided by Art. 17 of the Company’s By-laws to which full reference
is made.
The Company’s By-laws are available on the Company’s web site www.Luxottica.com.
When appointing the current Board of Directors, the proposing shareholder made in any case
available to the other shareholders each candidate’s CV, disclosing their personal and professional
qualities, for an informed exercise of the voting right.
The Directors have the professional qualifications and the experience required to perform their
duties efficiently and effectively.
Thus, the Board of Directors has not considered it necessary to set up an Appointment Committee,
i.e. a committee to propose candidates for appointment as Directors, because the Shareholders
have not demonstrated any difficulty in providing qualified proposals for appointment.
Directors’ remuneration. The Directors' fees are resolved by the Shareholders' Meeting.
The Board of Directors has the exclusive right to determine the fees payable to Directors
performing special roles, with prior consultation with the Human Resources Committee and the
Board of Statutory Auditors; furthermore, the Board shall decide on the apportionment of the
aggregate fees to be paid to each member of the Board, if such apportionment has not been
determined by the Shareholders' Meeting.
In particular,the Shareholders’ meeting held on June 14, 2006 established a maximum amount of
Euro 94,731 as the gross monthly fee to be paid to the Board of Directors until the approval of the
financial statements as of December 31, 2006, leaving to the Board the decision upon its
apportionment to the members of the Board; the Board, on June 14, 2007 resolved to apportion
such gross monthly fee in Euro 6,766.50 to each member of the Board for the period starting on
June 15, 2006 until the date of approval of the financial statements as of December 31, 2006.
With reference to the remuneration of the Directors performing special roles, please see the Notes
supplementing the financial statements as of December 31, 2006.
The fees due to the Chief Executive Officer comprise a fixed portion and a variable portion, linked
to the achievement of results determined in advance.
The Chief Executive Officer was granted options to purchase Company’s shares described in the
Notes supplementing the financial statements as of December 31, 2006.
Human Resources Committee. On June 14, 2006, the Board of Directors appointed within its
members the new Human Resources Committee, comprising five Directors, the majority of whom
are Non-Executive Directors. The Human Resources Committee has verification, advisory and
proposal-making functions, including the following:
• Recommending to the Board the aggregate remuneration payable to the Company’s Directors